Terms of Service

Thank you for your interest in using
the online services (the "Services") operated by UJAM, Inc. and
its affiliated companies (collectively, "UJAM") and offered
through the website located at www.UJAM.com
(the "Site").

These Terms of Service ("Terms") govern your
use of the Services and the Site (collectively, the "UJAM Network").
Please read these Terms carefully.

By using the UJAM Network, you are
stating that you have read and understand, and agree to be bound by,
these Terms. If you do not agree to these Terms, you are not permitted
to use the UJAM Network.

1. YOUR RESPONSIBILITIES.

You are responsible for obtaining and
maintaining all equipment and services needed for access to and use of
the UJAM Network and for paying all charges related thereto. In
connection with your use of the UJAM Network, UJAM may collect certain
personal information about you. You agree that UJAM may use any
information UJAM obtains about you in accordance with the provisions of
UJAM's Privacy Policy at
www.UJAM.com/privacy. If you elect to provide
any personal information to UJAM, you agree to: (a) provide true,
accurate, current, and complete information; and (b) maintain and update
such information to keep it true, accurate, current, and complete at all
times. In addition, you agree not to use the UJAM Network to: (a)
violate any local, state, national, or international law or regulation;
(b) transmit any material that is abusive, harassing, tortious,
defamatory, vulgar, pornographic, obscene, libelous, invasive of
another's privacy, hateful, or racially, ethnically, or otherwise
objectionable; (c) transmit any unsolicited or unauthorized advertising,
promotional materials, junk mail, spam, chain letters, pyramid schemes,
or any other form of solicitation; (d) transmit any material that
contains adware, malware, spyware, software viruses, or any other
computer code, files, or programs designed to interrupt, destroy, or
limit the functionality of any computer software or hardware or
telecommunications equipment; (e) stalk, harass, or harm another
individual; (f) impersonate any person or entity, or otherwise
misrepresent your affiliation with a person or entity; or (g) interfere
with or disrupt the UJAM Network or servers or networks connected to the
UJAM Network, or disobey any requirements, procedures, policies, or
regulations of networks connected to the UJAM Network.

2. USER SUBMISSIONS.

UJAM does not claim ownership of any information, data, text, music, sounds, software,
photographs, graphics, video, messages, tags or other materials you submit for display
or distribution to others through the UJAM Network. (collectively, "User
Submissions"). As between UJAM and you, you own all rights to and all
responsibility for your User Submissions. UJAM reserves the right to display
advertisements in connection with User Submissions and to use User Submissions for
advertising and promotional purposes. UJAM does not pre-screen User Submissions and
you agree that you are solely responsible for all of your User Submissions. UJAM is
not required to host, display, or distribute any User Submissions, and may remove or
refuse any User Submissions at any time. UJAM is not responsible for any loss, theft
or damage of any kind to any User Submissions. You represent and warrant that your
User Submissions and UJAM's authorized use thereof do not and will not infringe the
rights of any third party (including, without limitation, copyright and other
intellectual property rights, rights of privacy or publicity, or any other legal
or moral rights).

3. FEEDBACK.

If you choose to provide technical,
business or other feedback to UJAM concerning the UJAM Network or any
UJAM products or services (collectively, "Feedback"), UJAM will be free
to use, disclose, reproduce, license, or otherwise distribute or exploit
such Feedback in its sole discretion without any obligations or
restrictions of any kind, including intellectual property rights or
licensing obligations. You understand and agree that the incorporation
by UJAM of Feedback into any of its products or services does not grant
you any proprietary rights therein.

4. RANKINGS AND ORDERINGS.

From time to time UJAM may list files in an order that implies that one file is
"ranked" higher or lower than another (e.g., is "better than" or
"listened to more often than" or "commented on more often than").
There may be many other bases for such rankings.

You acknowledge and agree that and UJAM intends at all times to clearly set forth the
basis for making rankings directly and obviously. However, you acknowledge and agree
that any such rankings are based on many factors, both quantitative and qualitative,
and that you have placed no particular reliance on any such rankings. You understand
that they are based on factors determined by UJAM from time to time in its sole
discretion.

5. COPYRIGHT INFRINGEMENT.

UJAM respects the intellectual
property rights of others. Accordingly, UJAM has a policy of removing
any User Submissions that violate copyright law, suspending access to
the UJAM Network (or any portion thereof) to any user who uses the UJAM
Network in violation of copyright law, and/or terminating in appropriate
circumstances the account of any user who uses the UJAM Network in
violation of copyright law. Pursuant to Title 17 of the United States
Code, Section 512, UJAM has implemented procedures for receiving written
notification of claimed copyright infringement and for processing such
claims in accordance with such law. If you believe your copyright is
being infringed by a user of the UJAM Network, please provide written
notice to the following UJAM agent for notice of claims of copyright
infringement.

Your written notice must: (a) contain
your physical or electronic signature; (b) identify the copyrighted work
alleged to have been infringed; (c) identify the allegedly infringing
material in a sufficiently precise manner to allow UJAM to locate that
material; (d) contain adequate information by which UJAM can contact you
(including postal address, telephone number, and e-mail address); (e)
contain a statement that you have a good faith belief that use of the
copyrighted material is not authorized by the copyright owner, the
copyright owner's agent, or the law; (f) contain a statement that the
information in the written notice is accurate; and (g) contain a
statement, under penalty of perjury, that you are authorized to act on
behalf of the copyright owner. Please do not send notices or inquiries
unrelated to alleged copyright infringement to UJAM's designated agent.

6. TERMINATION.

UJAM may terminate your UJAM Network
membership or suspend your access to all or part of the UJAM Network,
without notice, if you violate these Terms or you engage in any conduct
that UJAM, in its sole and absolute discretion, believes is in violation
of any applicable law or regulation or is otherwise harmful to the
interests of UJAM, any other UJAM Network user, or any third party. You
may discontinue your participation in and access to the UJAM Network at
any time.

7. MODIFICATIONS TO TERMS.

UJAM may, in its sole and absolute
discretion, change these Terms from time to time. UJAM will post notice
of such changes on the Site. If you object to any such changes, your
sole recourse will be to cease using the UJAM Network. Continued use of
the UJAM Network following notice of any such changes will indicate your
acknowledgement of such changes and agreement to be bound by the terms
and conditions of such changes.

8. MODIFICATIONS TO UJAM NETWORK.

UJAM reserves the right to modify or
discontinue the UJAM Network with or without notice to you.

9. FEES.

UJAM reserves the right at any time
to charge fees for access to new UJAM Network content or services or to
portions of the existing UJAM Network content or services or to the UJAM
Network as a whole. In no event will you be charged for access to any
UJAM Network content or service, or to the UJAM Network as a whole,
unless UJAM obtains your prior agreement to pay such fees. If you do not
consent to the payment of such fees, however, you may not have access to
paid content or services. Details regarding the services you will
receive in exchange for the payment of fees, as well as any payment
terms and conditions that apply in addition to those set forth in
Section 10 of these Terms, will be disclosed to you prior to your
agreement to pay such fees. All such terms will be deemed to be a part
of (and are hereby incorporated by reference into) these Terms.

10. SUBSCRIPTIONS.

If you subscribe to any Service
provided through the UJAM Network, you agree to pay the subscription fee
identified at the time you subscribes for the subscription type you
select. At the time you subscribe, you will be asked to select the time
period (subject to any identified minimum period) for your subscription
(the "Subscription Period"). At the end of the Subscription Period,
unless you previously have cancelled your subscription, your
subscription will automatically renew for successive Subscription
Periods and (upon renewal) your credit card will be charged the
then-applicable subscription fee for your Subscription Period. UJAM
reserves the right at any time to change the fees it charges for
subscriptions to any Service provided through the UJAM Network (or any
portion thereof). However, in no event will any such change apply to any
Subscription Period for which you already have paid. It is your
responsibility to determine if you would like to use any such service
BEFORE subscribing. Once you have paid a subscription fee, a refund
cannot be given. If, however, you are having problems accessing any
Service to which you have subscribed, have contacted UJAM, have
exhausted all support options that UJAM provides to assist you with
technical problems, and are still unable to access that Service, UJAM
will refund the subscription fee you have paid. These are the ONLY
circumstances under which you will receive a refund of any subscription
fee you have paid. In no event will you receive a refund if UJAM
terminates your membership under Section 6 of these Terms.

11. PASSWORD AND SECURITY.

You are responsible for maintaining
the confidentiality of your UJAM Network password, and you are solely
responsible for all activities that occur under your password. You agree
to immediately notify UJAM of any unauthorized use of your password or
any other breach of security related to the UJAM Network. UJAM reserves
the right to require you to alter your password if UJAM believes that
your password is no longer secure. You agree that you will be solely
responsible for any loss or damage you suffer as a result of your
failure to adequately safeguard your password.

12. LINKS.

UJAM's provision of a link to any
other website or Internet resource is for your convenience only and does
not signify UJAM's endorsement of such other website or resource or its
contents. You agree that UJAM will have no responsibility or liability
for any information, software, or other materials found at any other
website or Internet resource.

13. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE
UJAM NETWORK IS AT YOUR SOLE RISK. THE UJAM NETWORK IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. UJAM EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
UJAM NETWORK (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND
NON-INFRINGEMENT). UJAM MAKES NO WARRANTY THAT THE UJAM NETWORK WILL
MEET YOUR REQUIREMENTS, OR THAT THE UJAM NETWORK WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR FREE.

YOU ACKNOWLEDGE THAT ACCESS TO DATA
(INCLUDING, BUT NOT LIMITED TO, SOUND FILES, DOCUMENTS, PHOTOGRAPHS, AND
SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE UJAM NETWORK IS NOT
GUARANTEED AND THAT UJAM WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF
DATA CAUSED BY THE UJAM NETWORK OR ITS UNAVAILABILITY.

UJAM MAKES NO
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE UJAM
NETWORK, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH THE UJAM NETWORK, OR THAT DEFECTS IN THE UJAM NETWORK
WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR
INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE UJAM
NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UJAM OR
THROUGH THE UJAM NETWORK WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN.

14. LIMITATION OF LIABILITY.

YOU UNDERSTAND THAT TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL UJAM OR ITS
OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE
LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT,
STATUTORY, OR OTHERWISE) FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE UJAM NETWORK AND (B)
ONE HUNDRED DOLLARS ($100.00) RESULTING FROM YOUR (OR ANYONE USING YOUR
ACCOUNT'S) USE OF THE UJAM NETWORK.

15. EXCLUSIONS AND LIMITATIONS.

Some jurisdictions do not allow the
exclusion of certain warranties or the limitation or exclusion of
liability for incidental or consequential damages. Accordingly, some of
the above limitations and disclaimers may not apply to you. To the
extent that UJAM may not, as a matter of applicable law, disclaim any
implied warranty or limit its liabilities, the scope and duration of
such warranty and the extent of UJAM's liability will be the minimum
permitted under such applicable law.

16. INDEMNIFICATION.

You agree to indemnify, defend, and
hold harmless UJAM and its officers, directors, employees, consultants
and agents from and against any and all claims, liabilities, damages,
losses, costs, expenses, fees (including reasonable attorneys' fees)
that such parties may incur as a result of or arising from your (or
anyone using your account's) violation of these Terms. UJAM reserves the
right, at its own expense, to assume the exclusive defense and control
of any matter otherwise subject to indemnification by you, and in such
case, you agree to cooperate with UJAM's defense of such claim.

17. TRADEMARKS.

"UJAM" and the UJAM logo, and certain
other of the names, logos, and materials displayed in the UJAM Network,
constitute trademarks, trade names, or service marks ("Marks") of UJAM
or other entities. You are not authorized to use any such Marks.
Ownership of all such Marks and the goodwill associated therewith
remains with UJAM or those other entities.

18. COPYRIGHTS; SOFTWARE; RESTRICTIONS ON USE.

The content on the UJAM Network (the
"Content"), including without limitation, video, text, photos, and
graphics, is protected under United States and international copyright
laws, is subject to other intellectual property and proprietary rights
and laws, and is owned by UJAM or its licensors. Other than with respect
to your own User Submissions: (a) the Content may not be copied,
modified, reproduced, republished, posted, transmitted, sold, offered
for sale, or redistributed in any way without the prior written
permission of UJAM and its applicable licensors; and (b) you must abide
by all copyright notices, information, or restrictions contained in or
attached to any Content. The software applications used by the UJAM
Network (the "Software") are the property of UJAM and its licensors. You
agree not to attempt to copy, reverse engineer, decompile or otherwise
obtain access to the Software, whether in source or object code form.

19. MISCELLANEOUS.

These Terms, together with the terms
of any end user license agreement to which you agree when downloading
any software that UJAM makes available through the UJAM Network and any
additional terms to which you agree when using particular elements of
the UJAM Network (e.g., terms relating to the payment of fees for
certain UJAM Network content or services), constitute the entire and
exclusive and final statement of the agreement between you and UJAM with
respect to the subject matter hereof, and govern your use of the UJAM
Network, superseding any prior agreements or negotiations between you
and UJAM with respect to the subject matter hereof. These Terms and the
relationship between you and UJAM will be governed by the laws of the
State of California as applied to agreements made, entered into, and
performed entirely in California by California residents,
notwithstanding your actual place of residence. All lawsuits arising
from or relating to these Terms or your use of the UJAM Network will be
brought in the Federal or State courts located in San Francisco County,
California, and you hereby irrevocably submit to the exclusive personal
jurisdiction of such courts for such purpose. The failure of UJAM to
exercise or enforce any right or provision of these Terms will not
constitute a waiver of such right or provision. If any provision of
these Terms is found by a court of competent jurisdiction to be invalid,
you nevertheless agree that the court should endeavor to give effect to
the intentions of UJAM and you as reflected in the provision, and that
the other provisions of these Terms remain in full force and effect. You
agree that regardless of any statute or law to the contrary, any claim
or cause of action arising out of or related to use of the UJAM Networks
or these Terms must be filed within one (1) year after such claim or
cause of action arose or be forever barred. The section titles in these
Terms are for convenience only and have no legal or contractual effect.
These Terms will remain in full force and effect notwithstanding any
termination of your use of the UJAM Network.

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